TMNT of SHIELD
by robert32514
Summary: Raised by S.H.I.E.L.D. and taught in the ways of their fallen father, The Teenage Mutant Ninja Turtles will rise to the challenge and face their destiny head on with Nick Fury, Phil Coulson, Maria Hill, and the Avengers on their side. Based on a combination of new the movie and original animated version.
1. Chapter 1

**TMNT of S.H.I.E.L.D.**

**Prologue**

**I do not own TMNT or Avengers**

**Peter Laird, Kevin Eastman, and Marvel do.**

**Positive Reviews are welcome.**

** Prologue**

** June 11, 1997 8:27 Pm**

** S.H.I.E.L.D. Triskelion**

Nicolas Fury, Director of S.H.I.E.L.D. was staring out of his office window as construction of the very first Flying Battleship or Heli-Carrier ever was in the beginning processes of being built below S.H.I.E.L.D.'s main base of operations. He was contemplating his career and the path it was on when a noise within his office drew his attention. Drawing his service revolver upon turning to the source of the noise, he looked with his one good eye as a somewhat small unknown humanoid presence in a dark robe that covered it almost completely minus its snout as the only sign of it being anything close to human was a wet black nose. On its back was what appeared to be a huge bag-like object that appeared to be moving. He was drawn out of his curiosity when a familiar voice called out his name from underneath the dark cloak that now appeared to be leaking what looked like blood, "Fury-son!"

The humanoid being then fell forward to the floor with the bag falling to its left side. Fury knew the voice under the hood as he quickly rounded the desk and fell to his knees. "Yoshi, can you here me, Yoshi." He pulled the apparent body of Hamato Yoshi around and slightly lifted him into his arms as the hood dropped and Nicolas Fury got the biggest shock of his life as he gazed at the now unfamiliar visage of his longtime friend who seemed to now be a humanoid rat, "F..Fury-son, my f-friend. No-not much...time..."

"Yoshi, who did this to you?" Nick looked at the body of his friend as his robe's was torn with splashes of blood as it was pooling around the body.

"Mu-Mutagen. Was exposed...to Mutagen. Hid under...underground for a-a time." The mutated rat form of Hamato Yoshi managed to gasp out as he then turned to the still slightly moving bag next to him, "Protect...Protect my sons...Protect them from Saki."

"Saki? Oruku Saki? Is he the one who is after you and did this to you?" Fury demanded as he looked upon his mutated friend who sported many cuts and stab marks. His friends breathing then began to become worse. Yoshi could only nod as his eyes never left the bag.

"Leonardo, Donatello,...Mi...Michelangelo, Raph...Raphael. That is their names. Raise them well...my friend. Have them trained...in my ancestors..."

Fury shook his head no as he quickly pulled out a communications device and was calling for a medic as Yoshi was willing his sons to Fury. "You're going to train them yourself, old friend. You're their father."

With the last of his strength, Hamato Yoshi grabbed the hand that was on his chest and gave one last smile and said, "You...are their...father now...old friend."As he drew his last breath, he felt the fluids now flowing in his lungs as with a final sigh, his left hand fell, and he was gone.

Seeing the sight of his friend dead not even a second, in his arms, Fury called out, "Yoshi,...YOSHI, DAMN YOU... **YOSHI!"** he cried out as he gently shook his friends body to helplessly will him to come back.

The medics came yet paused as they were startled upon gazing at a mutated humanoid rat in their bosses arms until Fury demanded they do what they were called to do and try and bring Yoshi back as his eyes landed on the bag that began moving even more and held sounds like newborn babies. The mutated body of Hamato Yoshi was placed on a girder and quickly wheeled off to the emergency room to try and save him if they could. Nicolas then heard crying coming from the bag as he took a chance and slowly opened it and jumped back in shock as his eyes landed on four baby humanoid turtles, at the natural size of normal human babies.

Of the Agents that remained behind was an Agent named Philip Coulson who gasped in shock as he too looked upon the infant humanoid baby turtles. Nick Fury came closer and saw what appeared to be metal beaded wrist bands with the Turtles names in color coded amulets, blue for Leonardo, red for Raphael, purple for Donatello, and orange for Michelangelo.

The four orphaned infant turtles looked at their surroundings and then upon the men who now knelt before them to look upon them as they had looks of shock that was replaced with fear, and then crying as they held onto one another. Phil took the initiative to sooth their crying as a beep came through and Fury took the call from the communication device on his belt. A moment later, Fury asked the Agent to watch over the children until his return. An hour later and Fury returned to find Phil Coulson on the floor with the baby turtles curled up together in his arms and lap, fast asleep. Coulson turned to gaze upon his boss who took one look and lowered his head to the floor and shook it. Coulson knew what that meant as he felt for the little guys.

"Boss, what are we gonna do?"

"Yoshi's last wish was they be trained in the way of his ancestors." He said as he pulled a bottle of Bourbon and a set of glasses for himself and Coulson. Pouring for both of them, he held one out as He explained what Yoshi had told him, especially about something called Mutagen and what it did to him and the baby turtles and the one who killed him. Fury then decided to personally see to the death of Oruku Saki himself, but his first order of business would be to the welfare of the babies in his Agents arms. He then explained that that meant they were trained to be Ninja's as Yoshi's family was in fact documented to have descended from an ancient warrior Clan of Ninja, who were of an honorable family.

"You sure that's wise boss? I mean, their just babies!" Coulson said as he quickly downed the drink in one shot after hearing the explanation.

Fury nodded solemnly as he looked at Coulson with his one good eye, "It's what he wanted."

"And Saki?"

"For now, we wait and observe him from a distance. His time's coming, and when it does, if the Turtles don't kill him, I will." Fury said darkly as he began to plan and set into motion a chain of events that would change the course of world history forever.

**Read and loved Leofan221 Turtle/Avenger crossover despite the time difference that didn't necessarily make any sense, but still loved it nonetheless. So, this is my version that will be corresponding with the Avengers films. I also personally own copies of both Movies as well as the original '1990s' films. So read, review, and let me know what you think. Until Next Time.**


	2. Chapter 2 Like Shadows in the Night

**TMNT of S.H.I.E.L.D.**

**Ch.1 Like Shadows in the night.**

**I do not own TMNT or Avengers.**

**Peter Laird, Kevin Eastman, and Marvel do.**

**Positive reviews are welcome.**

** Ch. 1 Like Shadows in the night.**

** New York, New York**

** March 17th, 2012**

** 9:18 pm**

** Bay Harbor**

A Security Officer at of the New York harbor was doing his nightly rounds when he came upon several men who were breaking into a crate and unloading what looked to be serious high-tech weapons and placing them into their vehicles. The second he came upon the scene, he hid behind one of the crates next to the one that was now being emptied. He did not know he was seen until he felt what seemed to be a throwing star one only seen in movies as it flew past his left cheek and stuck to the crate with a metal _'twang'_, lightly nicking his right cheek. He brought his right hand up and felt the cut and fresh blood now flowing down the side of his face. His heart rate sped up as he began to run, not caring where or seeing the shadows of dark clothed men in Ninja clothing with what looked like swords strapped to their backs, chasing him from behind and above. He only managed to see one of them who ran ahead of him on top of another crate as he felt a pain in his right ankle that forced him to fall to the ground and slide forward until his head hit another crate, realizing that he unintentionally ran into a dark dead end.

He backed up as best he could as he saw he was surrounded by what appeared to be Ninja's and then gazed at his right leg and found a metal throwing star buried in his ankle. The lights didn't hide the shadow warriors as they closed in on the defenseless officer, until suddenly the lights sparked and exploded out completely in the surrounding area as the last thing he saw was the ninja clad assassins as they looked up and around as the darkness fell.

Suddenly from within the darkness, sounds of thumps were heard alongside screams of pain and bodies hitting pavement. There was even the occasional sounds of mocking comments that sounded like a surfer accent seen and heard in movies, as well as another with the accent of someone from Boston. There were even sounds that sounded strangely like metal on metal as well as chains and wood spinning as one.

The officer didn't know how long he was there when the sounds stopped as he felt the release of the pain that his ankle was under as someone must have removed the throwing star. He felt like he could walk on clouds moments later until a light hit him in the face as police lights from two different directions came upon him. The lights then fell on the Ninja clad beings who appeared to be tied up with both ropes and chains. His ankle was bandaged and seen to by whoever his savior was.

Hours later, the whole of new York would know of the discovery of the black clad Ninja's and the high-tech weaponry found in the crate as well as the Harbors Security Officer who was attacked by what appeared to be real life Ninja's that were somehow overtaken by another group of unknown fighters when the lights went out as they even went so far as to render first aid to the said Officer. The Ninja's, though unconscious were rounded up, disarmed completely, and stuffed into caged vehicles that would see to their incarceration.

Nick Fury was watching the news of the nights events with a smile on his face as he watched the news feed from his laptop as he was riding in the passenger seat of a standard unmarked S.H.I.E.L.D. vehicle with Agent Phil Coulson driving, and Maria Hill as a passenger, heading to the hidden base where he would meet up with his adopted Nephews. Though he loved them as his sons, he knew he could never replace Hamato Yoshi. The hidden base was a former underground railway system that now served as one of many hidden S.H.I.E.L.D. bases that now served as his nephews home. A tunnel was made that allowed Nick and anyone he chose to allow access to follow him as the road opened from an undisclosed location in an alleyway of New York, and traveled down as Coulson followed his memory on where to go.

"Sir are you sure it's necessary to allow them to join us for this mission?" Maria Hill asked as she didn't like using her pseudo brothers in such a way. She was shocked when she first found out about the Turtles, but soon came to love them as she got to know them. They were innocent, well almost innocent. Raphael was a hothead warrior, Leonardo a natural born leader, Donatello was a science geek and one of the worlds leading tech experts though hidden as he was, and Michelangelo, her baby brother Mikey, he was the heart and soul of the team as well as world class prankster at heart. She'd give anything to see to their safety. "I mean, their still teenagers."

"Yet they are bigger, stronger, and faster than most ordinary world class human bodybuilders with the skills to put even the most accomplished Ninja to shame as you are undoubtedly seen of the news tonight, Hill. They're ready. And with Loki's arrival, and the Tesseract gone, we're going to need every available person we can muster."

"Phil, help me out here." Hill pleaded looking to her fellow Agent and friend.

"Sorry Hill, I'm with Fury on this one. Besides, the boys are getting restless having to hide all the time. I think them working alongside those we've slotted for the Avengers Initiative will be a good thing and allow them to unwind a bit. Like Fury said, they're ready. Besides, we also have to debrief them about tonights Ninja attack at the Bay Harbor."

They stopped before a wall that seemed to be a dead end until two brick-like objects within both side appeared from the brick and concrete walls. They looked like normal bricks that were being pushed by a metal pole until they split apart revealing a retinal scanner, thumbprint scanner, and a voice box as both Fury and Coulson looked into the retina scanners and placed their thumbs on the thumb print scanners and spoke, "Fury, Nicolas J." and "Coulson, Philip".

The objects did their scans after verifying the identities of the car passengers and then were pulled back into the walls. The front wall then seperated, bathing the vehicle in yellow light as the vehicual garage area of the Turtles home welcomed the new arrivals as it opened, the Agents and Director gazed upon the home of the Teenage Mutant Ninja Turtles. It had everything the Turtles needed besides a set of two Train Carts for homes, a Training facility, Skating Rink, Computer Station, a Kitchen, Dining Room, and A game room. There was even a Garage where the Boys tech's expert Donatello, appeared to be under the new vehicle, putting his mechanic and tech savvy skills to work in giving the Turtles the necessary edge in motive transport. Raphael was currently punching a large sandbag that was quadrupled in size for a guy with his immense strength and attitude. Leonardo was currently kneeling and meditating before a burning incense that was in front of a picture of Hamato Yoshi, while Michelangelo was playing video games.

It was Leo that had the Turtles look up from what they were doing as the Diretor and agents exited the vehicle and came forward, "Uncle, is everything alright?" Leonardo was dressed in padded gear, a blue bandanna mask, and several articles or items that led others to think of Leo as a Samurai more than anything as he carried two Katana Swords strapped to his back in a criss cross pattern. Raphael stopped pounding the Sandbag as his giant musculature bulk would have people fleeing in terror since he put off an aura with an offensive attitude. Raphael was prone to anger issues as was the normal for him. Like his brothers, he too wore a bandanna, but was red that covered his entire head, with a variety of things all over him from burnt brands of Japanese characters to tattoos of Hawaiian tribal symbols. He also had tape on his outer shell due to cracks here and there due to past training accidents and fight incidents between he and Leo, and a set of glasses on top of his mask. A set of huge Sai's sheathed on either side of his waists.

Donatello, walked from underneath the walk-in area under the new Turtle Van with a rag in his hand as he just cleaned his hands of the engine oil and grease. He had a purple bandanna with taped glasses over them, a set of tech devices on both arms, chest, and even a computer on his outer shell. He had a set of infra-red goggles on his forehead, and even a camera device on his left shoulder. Under the computer behind his back was an extendable Bo-staff that was able to extend and shrink at the press of a button, and could withstand a great amount of pressure. Unlike his other three siblings, though Donatello was strong, he wasn't stacked like Raph or Mikey, but was somewhat physically built close to how Leo is. He nodded at his pseudo Uncles and adopted sister as he walked up.

Michelangelo quickly dropped his game controller and hopped over the couch he sat on and rushed up to Maria and picked her up in his hands and twirled her around, much to her enjoyment. "MARIA, you're here. You're really here. Did you bring me anything?" Mikey asked excitedly. Like Raph and Leo, Mikey was well built, though Donny was taller and leaner, Mikeys hands were bandaged up in white wrapping, as he also wore miniature sea shells as a necklace, white glasses, and an orange bandanna. Hanging on either side of his wastes was his Nun-chukus and on his outer shell was a specialized skate board made just for him, thanks to Donatello. It could shoot him off like a rocket when he wanted to go somewhere or hop over buildings and such that couldn't normally be reachable.

"Easy Mikey, and yes I did." Maria laughed as he set her down so she could walk back to the car and pulled out his favorite Meat-Lovers Pizza, of which she bought several boxes of different pizzas, due to the Turtles huge taste differences, huge bodies, and their huge appetites.

"What's up Fury? Uncle Phil?" Raph asked grumpily.

"We got ourselves a situation, and I think you four could be a part of the solution. But it means coming out in the open and possibly letting that scumbag Saki know your still alive." Fury said as he gazed at all four of his boys.

Raph growled at that as he pulled out both Sai's and twirling them in his three fingered hands before sheathing one of them again. The other in his left hand was held up, "If he shows up, I'm putting both of these in his eyes." He said as he twirled it again and placed it in the left sheath. Leo just shook his head at Raph's current attituda as it didn't do much to get his brother riled up.

Fury nodded as the Turtles and Agents went into the dining room and sat at a table as Fury pulled out a computerized holo-file. Donatello pulled it to him and set to work in using it to bring up the information as Mikey with a slice in his hand paused as he looked at his and Leo's favorite Hero of all time, Captain America. Fury used to tell the turtles stories about the First Avenger when they were young. The information that the Turtles were permitted to know through the computer was that he had been found near the Arctic and retrieved, as well as was part of the Avengers Initiative, which Leo and Donny thought was shut down.

Then Mikey was dealt a blow to his heart when he found out how the God he worshiped for years had actually showed up at one of the secret S.H.I.E.L.D. installations and killed a lot of S.H.I.E.L.D. Agents in less than two days. It was when Raph looked at Maria and saw the still healing cut on her head that made him want to tear Loki apart. "Man, that's harsh, over 80...people man." Mikey said after he lowered his slice of Pizza and lowered his head in silence for the people killed by Loki. His brothers did the same in respect to the victims of Loki's actions.

Raph and Leo looked at one another and nodded as both came to the same conclusion as Leo looked at the Director, "When do you need us Uncle Nick?" For the remainder of the night, as the Director, Agents, and Turtles ate, they also discussed the recent events and the discovery that Saki was indeed back as Donatello found a medallion on one of the Ninja's that showed Saki's mark of a three pronged foot-like symbol in red on a silver coin-like medallion. For the next two days, they planned, as for tonight and the next day after, they would mentally and physically prepare themselves, for when the ride to the main meeting point would land them on the first ever Heli-Carrier. They would get a chance to meet some of the names that was also on the Avengers Initiative, as they were.

After the second day, they were ready as they were armed and prepped, but the moment they were out of the lair, they had to hide their identities under hooded cloaks until they got to the Carrier. A good portion on the deck crew were curious and weirded out at seeing four huge and bulky beings in dark hooded cloaks being led to the inside of the ship by S.H.I.E.L.D. Agents, and driected to the bridge. Once inside, Fury met them at the entrance and directed them to a room where Captain Steve Rogers, Bruce Banner, and even Natasha Romanoff were in the middle of watching the Turtles complete history. Once it was over, the turtles were allowed to drop their hoods.

Michelangelo though could not contain himself and automatically ran to and knelt in front of the Captain as if to worship him, much to his brothers ire as he repeated time and time again "I'm not worthy!"

"Awe, come on Mikey, get off the floor. Stop pestering the man." Raph said as he stuck a toothpick in his mouth.

"Mikey, did we not say we would not worship the Captain as he isn't a God. He's mortal, just like you." Leo shot out as he watched as the Captain grin shyly.

"Th..They can talk!" Bruce Banner stuttered in astonishment.

"I think that's already been confirmed through the video, Bruce." Natasha replied with a smirk as Leo and the Captain stepped up to one another and shook hands.

"I'm Leonardo, team leader, these are my brothers, Raphael the muscles and brawn of our group in red," Raph nodded slightly as he only glowered and crossed his arms in slight agitation. He leaned on a wall near a corner watching the introductions. He really wanted to see some action. "Donatello the genius of the family in purple," Donny had already discarded his robe unlike the others as he sought to shake Doctor Banners hand and begun to talk in the language of Science that almost no one within the room, save those two, understood. Doctor Banner was really intrigued with the intelligence all the turtles had, but even more so with Donatello and the amount of self made tech Donny had all over his person "And of course the baby of the family as well as heart, soul, and all around prankster of our team in orange, Michelangelo." Mikey was jumping up and down in giddiness as he then shook the Captains hand with both of his hands, "Dude, you're like, the greatest legend ever." Michelangelo said as Fury silently chuckled while hiding his face at Michelangelo's antics as Leonardo continued, "It will be an honor working with you Captain, Uncle Nick and Uncle Phil has spoken very highly of you and I may have used it as another reason why I where blue, somewhat." he chuckled. "You've been an inspiration to our countries history, and I hope we can only dream of following your example." Leo finished as he stepped back and bowed, to which his brothers followed, though Raph was hesitant at first until Leo smacked him on the chest with the back of his hand.

"Uh,...thanks!" Steve said with nervousness in his voice as he returned the show of respect and bowed back.

"Donatello, you'll be working beside Bruce in trying to locate the Tesseract." Fury said as he looked at his purple masked tech-specialist nephew who nodded in understanding.

The remaining turtles disrobed and walked to the main bridge with Fury and the other Agents and Captain Rogers as the ship was undergoing the steps to vanish through retro reflective panels. The turtles noticed that their adopted sister Maria Hill was just finishing with the proper protocols before liftoff.

It all of a sudden got quiet on the bridge as everyone minus those in the know looked at the Turtles in shock until Fury looked around and demanded the workers to get back to work at their stations and to mind their stations instead of minding the Turtles.

It was when Banner asked where Fury was on the recovery of the Tesseract that Bruce informed him to call every lab he and S.H.I.E.L.D. knew to put their Spectrometers on the roof and Calibrate them for Gamma rays. Donny input his own thoughts as he replied that he and Dr. Banners would rough out a tracking algorithm basic cluster recognition to at least rule out a few places.

"Do you have anywhere for me and Donatello here to work?" Bruce asked as he began curling his violet shirt sleeves up his arm.

"Agent Romanov, would you be so kind as to escort Dr. Banner and Donatello to their Laboratory, please?" Director Fury asked of his red headed Agent.

She stood from where she sat and nodded. She gestured for the scientist and purple masked turtle to follow her, "Right this way gentlemen, You're gonna love it. We have all the cool toys."

As Leonardo stood by Nick and watched as he took charge, he watched as Mikey acted like the child he sometimes could be as he went up to and looked out the view-port of the Heli-carrier in amazement. Raphael meanwhile just stood stone still while chewing on his toothpick. He was beginning to lose his patience after having seen the computer packet reveal the death toll caused by Loki upon his arrival and at his hands. Leonardo saw this and placed a hand on Raph's left shoulder, "Don't worry, Uncle Nick has assured me that you, Mikey, The Captain, and I will act the moment he surfaces. Donnie's sticking with Banner until they can manage to track the cube."

Raph didn't need to know who he was that his older brother was referring to. He saw multiple people sneaking glances upon him and his brother and he could honestly say, he wasn't happy being looked at like a freak.

Fury saw the looks people were giving his adopted nephews and hollered out at the ones doing the gawking as he raised his voice so everyone heard him as he looked around the bridge, "Anybody got a staring problem. Eye's on your station people, not my nephews. I catch one person looking at them wrong, and I'll have your ass fired faster than you can blink. Any sudden pictures snapped of them, and I'll throw your asses off the ship myself. Now, get back to work."

Not one person disobeyed his order as the staring stopped. It was then that Agent Sitwell, a tan skinned, young agent with a bald head and glasses had shot out a possible sighting of the asgardian Loki in Germany as a cell phone cam caught Loki looking around and smirking as if expecting someone to stop him. Leo, having studied under Fury's tutelage on reading body languages was the one who spoke next.

"I don't like this. It was too easy, and it's like he's waiting for you and daring you to come for him, Uncle."

"Then let's not disappoint him. Captain, you're up. Leo, you'll follow the Captains lead. Raph and Mikey will follow yours. Please, don't screw this up with your hot headedness Raphael." the Director said, tilting his head to gaze upon his nephew with his one eye. Raph just growled in annoyance again as he quickly snatched his Sai's from where they were sheathed, twirled them extremely fast in between his three fingers in both hands, and sheathed them again in less than five seconds, anticipating the chance to finally see some action and test out just how much a God the Asgardian really was. He then cracked his knucles and grinned michievously as if to say, "Who, me?"

In twenty minutes, Captain America was being led to a hangar by Agent Coulson with Leonardo, Michelangelo, and Raphael trailing behind as Agent Romanoff and another pilot took their places at the Pilot and Co-Pilot station of one of the Quin Jets. Settling in and strapping down, the jet was given the clearance it needed for takeoff, and flew off into the night to Stuttgart, Germany.

**The turtles in this are designed as they were in the movie, as I loved it much, in the next Chapter, Loki gets the surprise of his life as he sees the Turtles that not even agent barton knew about and receives a can of woop-ass from our favorite red masked turtle. Till next time. **


	3. Chapter 2 Of shields and ninjas

**TMNT of S.H.I.E.L.D.**

**Ch. 2 Of shields and Ninjas**

**I do not own the Avengers or Ninja Turtles**

**Marvel, Peter Laird, and Kevin Eastman do.**

**Positive reviews are welcome.**

** Ch. 2 Of shields and Ninjas**

** Stuttgart, Germany**

** Several Hours after Nightfall**

"Look to your elder, people. May he be an example." Came the dark warning as Loki had minutes before attacked a security guard and then a scientist who was being interviewed about whatever project he had been successful in. He'd then placed a device over the face and eventually one of the scientists eyes and jammed it down, where the unfortunate person began to cry out as his body began to spasm and tried to unsuccessfully move away from Loki's vice-like hand as it held him down. The people had at this time cried out in fear and shock and began to run from the building.

Loki, from what many horrified witness could see, wore a look of glee and eventually began to slowly walk out and amongst the terrified populace after he got what he came for. He then began to glow and summoned what seemed to be holographic copies of himself wherever the people went, as if by magic while the cane he used to attack one of the guards inside the building changed from its cane form and into a spear-like weapon with a blue glowing orb and a curved blade.

Sirens could be heard as German Police in a cruiser spun around the corner and fast approaching Loki, only for him to blast the car, instantly killing the Law Enforcement Officers and having the car flip over onto its head, skidding on the ground and stopping several feet from where it flipped over.

The people had nowhere to go as the copies of him in a golden helmet with elongated horns gave a threatening gaze as he forced them to a single spot and had them kneel before him when he ordered them to with a shout and slamming his spears to the ground, its power humming strongly.

He gave a lengthy monologue about weak individuals kneeling to people like him when an elderly man with a look of defiance, refused to kneel any longer and made sure the Asgardian knew it.

As Loki's spear leveled out at and threw out a bolt of blue energy at the unfortunate elderly, a being in a red, white, and blue suit wielding a shining circular shield, dropped in front of the man and deflected the shot back at its caster where it threw Loki back and onto his front, making him drop his spear.

Before Loki could retrieve his spear after taking in a lungful of air from the spears deflected energy blast due to the fact it was extremely more powerful than he'd originally thought, a giant green blur on a metal board with black wheels, and being propelled by what seemed like rockets, skated by in a blur and collected the spear, "Not this time, bra'!" Loki and the German civilians looked and fell back in shock as they gazed at what could only be described as a giant green, walking and talking turtle with an orange bandana/mask and a pair of Nunchaku's on both sides of his waist, quickly spinning the rocket powered skateboard around and up and then kicked it into his hands and placed it on the back of his shell while slamming the spears bladed end into the ground and leaned on it with one arm, giving Loki a smirk and giving him a two fingered military-esque salute.

"You know, the last I was in Germany and saw a man standing above everybody else, we ended up disagreeing." Came the voice of Captain Steven Rogers also known as Captain America as he walked through the throng of people who looked at him in awe dressed in a more modern version of his old suit complete with his helmet/mask with the white 'A' on the forehead and white wings on each side. When they looked back at Loki who finally began to stand, he began to speak as if to mock the Captain when a chain wrapped around his midsection and flung him backwards without allowing Loki the chance to acknowledge the chain was wrapped around his waist, knocking the wind out of him. Before he could attempt to push himself up, a large green foot with some form of brown leather covering stopped him as it rested on his chest, keeping him on the ground. Loki quickly looked up and his eyes bugged out as he gazed upon a snarling muscularly large turtle with a red bandana styled mask over its head and eyes, and a set of three pronged, unknown metal weapons in each hand. Its arms were leathery with what seemed like symbols he'd never seen before and tattoos of that also seemed to be of unknown origin. The creatures facial expression said, 'Please, do move so I can kick your ass'.

Loki then saw another creature with a long slightly curved sword in hand and another on the back of its shell, walk up with the Captain. This one wore a blue bandana styled mask and had a leader-like quality about him, almost like the Captain.

"Easy Raph," it had said as the one that had its foot on his chest, he assumed to be 'Raph', tightened his hold on his weapons. "We were meant to bring him in in one piece, so chill."

"Whatever you say, Leo." Raph said roughly as he lessened the pressure his foot was applying on the Asgardians chest.

A S.H.I.E.L.D. Jet took this time to land nearby with a woman with red hair and a black skintight suit walk down an already lowered ramp a minute later. The outfit she wore showed off her curves rather well as she had a set of handcuffs in hand. Her face displaying an unreadable tone. Loki assumed this to be Natasha Romanoff, aka the Black Widow. Clint Barton, under his mental control, told him all of what he needed to know of her in order to try and penetrate her mentally hardened defenses when they would speak, as he knew was likely to happen.

She opened her mouth to say something when she too was interrupted by a loud sound of music that she and the turtles realized was AC/DC's Shoot to thrill. Like a rocket coming in for a landing, in an upgraded version of his Iron-Man armor, landing on a knee and a hand, was none other than Anthony 'Tony' Stark.

"Oh, now I've done seen everything." Tony said as he rose and began to walk up to the gathered individuals, his golden metal face plate rising.

Seeing he was outnumbered, Loki raised his hands as his Asgardian armor and helmet glowed and then disappeared. Raph, taking his foot off, backed away as Natasha slipped the cuffs on Loki's wrist and made sure to tighten them extra special because of what he did to Clint.

"Dude, it's Iron-Man, Bra'. Freakin' Iron-Man. This is like, a superhero convention, man." the orange masked turtle said in hero worship. He began moving around Tony Stark, snapping off pictures with a camera he pulled from a a pouch on his right.

"Ain't that the truth, Mikey?" Raph said in agreement with a snort as he kept an eye on Loki, never letting the so-called God of mischief out of his peripheral vision.

"They talk, oh wow. So this must mean their real and not guys in suits?" Tony asked, looking at Captain America.

"No, their not, Stark. The one here in blue with the swords is the eldest and team leader of the Turtles, Leonardo. The bigger one in red is Raphael, and the one in orange with the nunchaku's is Michelangelo."

"Named after Renaissance painters, huh? Anything else I should know?" he asked as they walked behind Agent Romanoff and the turtles as they began to enter the S.H.I.E.L.D. Quinjet.

"Yeah, there's one other, the brains of the turtles, Donatello. You and Banner will be working with him on tracking the Cube when we get to the Helicarrier." Agent Romanoff stated as she roughly shoved the Asgardian down into a seat and strapped him in. Loki tried to look into Agent Romanoff's eyes, but she refused to give him the satisfaction. She barely spared him a glance as she finished strapping him in, looked to make sure everyone was in and settled, squeezed into her seat in the cockpit and strapped herself in before taking the jets controls and began takeoff.

By then, Leonardo had already removed his sheathed swords from his shell and placed them at his side as did his brother Raphael, though Raph kept a tight hold on his weapons in one hand while chewing on a toothpick and glaring at Loki.

Meanwhile, Michelangelo began to strike up a conversation with Tony as the inventor began firing off his own questions on the orange masked wearing turtle about their origins. Half an hour later had them flying over the mountains of Western Europe when Stark began to grate on the Captains nerves as the Captain began to question why Fury didn't call him and tell him Tony Stark was on his way. Sure, the Captain knew of Tony and his inventions up to and including his alter ego better known as Iron-Man. To say he wasn't impressed was saying something. Steve may have respected and liked Howard Stark somewhat, but his son just rubbed him the wrong way.

In the middle of their short argument, a lightening storm began to strike, making the Quinjet shudder as if hit with turbulence. Steve looked to the bound prisoner who was looking up with a somewhat fearful expression, "What? Afraid of a little lightening?"

Loki barely spared him a glance as he returned his eyes to the ceiling of the jet, "I'm not overly fond of what follows." he said, not realizing the turtle in the blue bandana picked up on the meaning as he quickly stood up and slipped his sheathed swords back on the back of his shell and waited with clenched fists as Raph stood behind his brother to act as a backup.

"Hey, wha-" Tony began only to go silent as a thump was heard overhead, forcing him and the Captain to look up. The turtles through their training with their Uncles people and various masters of their fathers people, knew when to maintain a state of suspicious alertness. Tony decided to take the lead as he put his helmet back on and pushed his way through the brothers and walked up to the Quinjets ramp release button.

"Mr. Stark, maybe we should..." Leonardo called out before the armored billionaire interrupted his train of thought by waving him off, his pride evident in his posture and actions as he hit the button to release and lower the ramp.

"I got this blue." Stark said as the ramp lowered. As quick as it came down, an all too familiar large blond man in a leather armor-like clothing with a long red cape, came down and landed on said ramp. In his left hand was the recognizable war hammer belonging to none other than Thor. Stark took the direct approach by raising his hand, the sound of his weapons systems repulser showing Stark was going to fire on the Crown Prince of Asgard. As expected, Thor reacted as he used his hammer and smashed Stark in the chest and sent him back towards the Quinjets cockpit and onto the others. He then grabbed Loki, snapping the harnesses that held him to the seat in which he sat, lead him back to the ramp, and then twirled his hammer and quickly flew from the jet the moment the hammer was thrust outward. Leo tried to shout out to Thor before he flew off, but failed. He and his brothers helped the Captain and Stark to their feet.

"I tried to warn you Stark. Attempting to attack the Prince of Asgard, Odin All-Father's Son, and the Crown Prince of Asgard, was a bad idea." Leonardo said.

"Yeah dude. What were you thinking, man?" Mikey stated. Stark just shrugged them off and began walking back to the ramp.

"That guy's a friendly?" Steve asked as he slipped his mask on and began to grab a parachute as the turtles were just finishing strapping on their own after quickly assessing the situation and grabbing their own chutes.

"Friendly's too strong a term, Cap'. Like Leo said, he's Thor of Asgard. It's crown Prince, and a hothead to boot. Woah, Deja Vu." Raphael stated as he finished strapping on his chute thinking of the last of his words reminded him of himself.

Understanding the meaning to that, the Super Soldier nodded and looked to Stark who was already about to jump out of the Quinjet, "Stark, we need a plan of attack."

Barely looking back at the Captain, the armored individual answered back, "I have a plan, Attack." With that, and activating his flight repulsors, Stark blasted off into the now storm free night.

"What an idiot." Leonardo said as he stepped up to the end of the ramp. Looking back, he saw the Captain just finishing strapping on his parachute. "Captain, we'll see you down below."

"No, we go together and try to solve this peacefully." he said. The brothers looked at each other, and then back to the Captain as Natasha's voice called out that Thor and Loki were known to be worshiped as Gods once upon a time.

"There's only one God, Ma'am, and I'm pretty sure he doesn't dress like that." Grabbing his shield, he and the three brother turtles jumped from the jet and into the nights skies.

Falling through the skies at a still high altitude, the Captain and turtles continued falling rapidly at a high rate as Michelangelo cried out in joy, **"Wwwwoooooohhhhhooooo. Yeah bra', haha."**

** "Leonardo, when we get to the altitude of 3300 feet, the moment I pull my chute, you do the same. Alright?" **The Captain called out to the sword wielding turtle.

Leo nodded once and gave a thumbs up. Moments later, Steve signaled it was time as he grabbed his chutes release cord, something neither of the three brothers missed and grabbed theirs and as one, yanked.

Their chutes released as they were suddenly yanked into the the air and then slowly began to descend as they followed the Captain to a clearing. When they landed, they dropped the harnesses of the chutes and began running quickly to where the sound of crashing and weapons blasting could be heard. Then there were flashes of lightening, worried that someone could die, all four quickened their pace. Steve looked to his side and was surprised to see the turtles easily kept pace with his enhanced Super Soldier speed.

They stopped as they saw Iron-Man flew from the sky after knocking Thor from his feet and flying back to sucker punch the so called Thunderer. Seeing the destruction of the Forest and the battle about to continue as Thor pulled his armed hand back with Tony opening parts of his armored gauntlet with the weapons about fire, Steve quickly signaled for the turtles to hold up as he then pulled his shield arm back and threw his vibranium shield, striking Thor in the head with the disk also reflecting off Iron-Man's chest, and flying back into Steves hand, to which he secured on his other arm. "That's enough."

Jumping from the destroyed tree that he had stood on, he jumped off and fell to ground level to stand before Thor and Stark, "Now, I don't know what you planning on doing here."

Not one to have to answer to mere mortal soldiers like an underling, Thor replied forcefully, "I've come here to put an end to Loki's schemes."

"Then prove it. Put that hammer down."

Leonardo saw what was about to happen before it did. And so before Thor could react or reply to Steve's command or attempt to do anything stupid, and taking the initiative, he hollered out, **"Enough!"** Jumping in midair and twirling and unsheathing his swords all in one spin, he landed with a loud thump on his feet in a crouched manner. Michelangelo landed beside him, his own weapons in his hands as well.

Thor's eyes widened in shock as Leonardo and his brother rose and went to stand beside the Captain, "Hello Prince Odin-son. I'm sorry. My good friend, the Captain here forgot to say please. So please, will you lower the hammer?"

Pointing the hammer at Leonardo and Michelangelo, Thor demanded, "What manner of creatures are you?"

"Were mutant turtles, Odin-son." came Leo's answer.

"Yeah, of the Teenage Ninja variety, dude." Mikey spoke out with a smile, crossing his arms crossed, his weapons once again in his hands to be used at just a moments notice.

For a moment, the Heir of Asgards throne tried to say something as he did not understand the word 'dude' and was left speechless at the fact that standing before him were two mutated turtles, when he could have sworn there were three when he landed inside the flying apparatus's compartment, but before anyone could say anything else, there was a crunch of sticks breaking, causing everyone to turn where the sound came from in a tense crouched stance, only to relax as Raphael walked over with a still bound Loki in front of him, his three fingered hand on one of Loki's shoulders. He then kicked Loki in the back of one of his legs, causing him to fall to both knees.

"While you all were talking and playing nice, this guy was looking over and hoping somebody would start fighting again just so he could amuse himself with you guys being idiots." he growled out.

"HOW DARE YOU KI..."

"Oh, will you please shut the hell up, lightening rod." Raphael shot out and disrupted Thor's attempt to admonish him for kicking his brother into a kneeling position. "Here on Earth, he's a murderer. His position as a Prince has no place here since he killed over 80 innocent people on Earth and American soil in less than two days including several German police and a German scientist. So shut up and let us do our jobs so you can get him out of here and get him back home to face whatever you God wannabe's call Asgardian Justice, because I tell you, if he was to be judged by Earth laws, no doubt he'd face everybody whose family members died at his hands and then be put to death for each one, and their families would undoubtedly be satisfied in watching him die."

"That's not going to happen." Thor huffed out, glaring at the red masked turtle.

"Then stop trying to stop us and start trying to help us by getting him to where we gotta go so that way we can find the cube and end this." Leo said.

Loki raised a cuffed hand, trying to get somebody's attention, "Can I get a say in this?"

In one voice, all turned to him and shouted back, **"NO!"**

The trickster Prince just lowered his hand and sneered. Minutes later found the entire group back in the Quinjet and in the air, though it grew relatively quiet real fast. It remained so despite the radio calls Fury made to Natasha on getting updates to the situation and how his boys handed themselves. Natasha gave as positive a report as she could, despite how Thor felt as he tried to stare down Raphael and failed as the red masked turtle gave as good as he got, rubbing his knuckles in the process and mentally begging Thor to do something foolish. Thor just tightened his hold on Mjolnir, the sound of Thor's own knuckles popping was only slightly heard as Leo and Steve only sighed and shook their heads while Michelangelo and Stark looked on in amusement. Even Natasha had an amused smirk as she kept her mind on one thing and her eyes and ears on the others.

Once they were back on the Helicarrier, Director Fury was waiting with an entire squad of heavily armored and heavily armed men to act as an escort for Loki while Coulson would lead the turtles, Captain, Stark, Natasha, and Thor inside the bridge area to sit and debrief him when he finished speaking with Loki. Donny was standing beside Maria Hill with a see-through tablet in hand and was currently overlooking some computer tech stuff only he and a handful of others could only understand. Banner was doing the same on another computer while Hill watched Banner. She trusted Donny implicitly, so she didn't have to watch him much.

"Oh, wow. So there are four of them." Stark muttered as Coulson showed him where to stash his armor. Leonardo took this moment to bring Donatello over to the Billionaire.

Thor stumbled as his eyes took on the appearance of a forth turtle with odd instrumentation on parts of his body.

"You must be Donny?" Starks asks with a metal covered hand out that Donny grasps and begins to blush somewhat.

"Ye-Yes sir. I must say, it-it...it's an honor Mr. Stark."

Tony looked the purple masked turtle up and down, taking note of some of the material hanging from his shell such as the holographic wrist device, the camera, the computer on the upper half of his shell, the upgraded night goggles on his head, and the tech based bo-staff that was also on his shell. He was starting to see a pattern here where the turtles were concerned. But other than that, he liked that the Turtle was somewhat like him where genius was concerned and placed a metal arm on Donny's shoulder, "Come with me 'D', I wanna pick your brain while I get this suit off." he said as Phil followed from behind.

"I got a bad feeling. If Donny is anything like Stark, it's going to mean seeing Iron-Turtle suits in our foreseeable future." Raph scoffed.

Leo nodded with a groan with Steve, Natasha, and Maria were feeling dread at that thought as Mikey chuckled.

**Meanwhile**

** In Japan**

Tatsu was walking to his masters lair as he learned a very dangerous bit of information. In his hand was a hard drive that had evidence of Hamato Yoshi's mutant sons and freaks still alive. Quickening his approach, he entered the dark room that was the Shredders lair, and saw the dark outline of his master, sitting on his throne. Approaching before and kneeling with his head bowed, he waited to be recognized.

**"Rise Tatsu. What do you have to report to me that is so important?" **he spoke in Japanese.

Keeping to the same language, he answered as he rose and looked towards his master, "Master Shredder, the sons of Yoshi, live."

**"Do they?"**

"Yes, My Lord. In Stuttgart, Germany, the Asgardian Loki attacked a scientist who was experimenting with Irridium as he was making a speech. S.H.I.E.L.D. sent the recently returned Captain America and the sons of Yoshi to apprehend the Norse God." Holding out the hard drive, a thin feminine Ninja walked from beside the shadowed warlord and took it and returned to her masters side. The dark warrior then took the drive and placed in a drive device on the arm rest of his chair. A holographic screen appeared that showed the events as Tatsu had explained.

**"Finally, the House of Yoshi has resurfaced and can now be extinguished once and for all.** **You have done well, Tatsu." Prepare yourselves my my friend and daughter, for in four days time, we attack and finish off the sons of Yoshi, once and for all."**He then began to chuckle that turned into a full blown loud yet dark laugh that showed exactly how evil he really was.

**This is newest chapter that will be followed by more. Keep reading and reviewing and I'll keep writing. Also, my Carrie story is continuing due to my finally attaining the film itself. So, until next time.**


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